Exhibit 10.1(a)
  MHOO-121-226-A  HIGHLAND CORPORATE PARK
SKECHERS DISTRIBUTION CENTER  GENERAL CONTRACTOR
 AIA Document A201  1997
 General Conditions of the Contract for Construction
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MHOO-121-226-A  HIGHLAND CORPORATE PARK
SKECHERS DISTRIBUTION CENTER  GENERAL CONTRACTOR
 for the following PROJECT:  (Name and location or address):
 Highland Fairview Corporate Park
Skechers Distribution Center
29800 Eucalyptus Avenue
Rancho Belago, California 92555
 THE OWNER:  (Name and address):
 HF Logistics-SKX T1, LLC
14225 Corporate Way
Moreno Valley, California 92553
 THE ARCHITECT:  (Name and address):
 Vertical Architect:
 HPA, Inc.
18831 Bardeen Avenue, Suite 100
Irvine, California 92612
 Civil Engineer:
 RBF Consulting
14725 Alton Parkway
Irvine, Ca 92618
(949) 855-5716
 Landscape Architect:
 Mission Landscape Architecture
16361 Scientific Way
Irvine, CA 92618
(949) 224-0044
 TABLE OF ARTICLES
 1
    
    GENERAL PROVISIONS
112
    
    OWNER
133
    
    CONTRACTOR
154
    
    ADMINISTRATION OF THE CONTRACT
225
    
    SUBCONTRACTORS
276
    
    CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS
297
    
    CHANGES IN THE WORK
308
    
    TIME
329
    
    PAYMENTS AND COMPLETION
3310
    
    PROTECTION OF PERSONS AND PROPERTY
4111
    
    INSURANCE AND BONDS
4312
    
    UNCOVERING AND CORRECTION OF WORK
4413
    
    MISCELLANEOUS PROVISIONS
4514
    
    TERMINATION OR SUSPENSION OF THE CONTRACT
47
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MHOO-121-226-A  HIGHLAND CORPORATE PARK
SKECHERS DISTRIBUTION CENTER  GENERAL CONTRACTOR
 
 Acceptance of Nonconforming Work  12.3    Access to Work
3.16, 6.2.1, 12.1              ADMINISTRATION OF THE CONTRACT  4      Allowances
3.8    Applications for Payment  9.3    Arbitration  4.6  Architect
4.1          Architects Administration of the Contract  4.2                                  Award of Subcontracts and Other Contracts for Portions of the Work
5.2
Basic Definitions
1.1    Boiler and Machinery Insurance         Capitalization
1.3    Certificates for Payment
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MHOO-121-226-A  HIGHLAND CORPORATE PARK
SKECHERS DISTRIBUTION CENTER  GENERAL CONTRACTOR
 9.4      Change Orders  7.2    CHANGES IN THE WORK   Definition  4.3.1
Claims and Disputes  4.3,  Claims and Timely Assertion of Claims
4.6.5
Claims for Additional Cost  4.3.5,  Claims for Additional Time  4.3.7,  Claims for Concealed or Unknown Conditions
4.3.4      Cleaning Up
3.15, 6.3
Commencement of Statutory Limitation Period
13.7      Communications Facilitating Contract Administration  4.2.4     COMPLETION, PAYMENTS AND
9             CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS  6    Construction Change Directives  7.3    Contingent Assignment of Subcontracts
5.4, 14.2.2.2
Continuing Contract Performance
4.3.3    CONTRACT, TERMINATION OR SUSPENSION OF THE  14      Contract Documents, The
1.1, 1.2      Contract Sum  9.1,         CONTRACTOR
3    Contractors Construction Schedules  3.10,    Contractors Liability Insurance
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MHOO-121-226-A  HIGHLAND CORPORATE PARK
SKECHERS DISTRIBUTION CENTER  GENERAL CONTRACTOR
 11.1                                  Correlation and Intent of the Contract Documents
1.2      Cutting and Patching  3.14                  Decisions to Withhold Certification  9.5 9.7        Delays and Extensions of Time  8.3,    Documents and Samples at the Site
3.11        Emergencies  10.6,
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MHOO-121-226-A  HIGHLAND CORPORATE PARK
SKECHERS DISTRIBUTION CENTER  GENERAL CONTRACTOR
 Failure of Payment  9.7   (See  Final Completion and Final Payment  9.10      GENERAL PROVISIONS
1
Governing Law
13.1  (See   10.3,      Indemnification  3.18  Information and Services Required of the Owner  2.2,  Injury or Damage to Person or Property
4.3.8, 10.2, 10.6          Insurance, Boiler and Machinery   Insurance, Contractors Liability     Insurance, Loss of Use   Insurance, Owners Liability
Insurance, Project Management Protective Liability   Insurance, Property  11.4    INSURANCE AND BONDS
11        Interest
13.6
Interpretation  1.4,      Judgment on Final Award
4.6.6
Labor and Materials, Equipment  3.4,        Limitation on Consolidation or Joinder
4.6.4        Loss of Use Insurance
11.4.3
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MHOO-121-226-A  HIGHLAND CORPORATE PARK
SKECHERS DISTRIBUTION CENTER  GENERAL CONTRACTOR
 Mediation  4.4.5, 4.5,  Minor Changes in the Work  7.4
MISCELLANEOUS PROVISIONS
13      Mutual Responsibility
6.2
Nonconforming Work, Acceptance of  12.3      Notice, Written  13.3,      Notices, Permits, Fees and  3.7,        OWNER
2    Owner, Information and Services Required of the  2.2,      Owners Liability Insurance
11.2      Owners Right to Carry Out the Work
2.4, 12.2.4.14.2.2.2
Owners Right to Clean Up
6.3
Owners Right to Perform Construction and to Award
Separate Contracts
6.1
Owners Right to Stop the Work
2.3      Ownership and Use of Drawings, Specifications and Other Instruments of Service  1.6,  Partial Occupancy or Use  9.9  Patching, Cutting and
3.14, 6.2.5    Payment, Applications for  9.3,  Payment, Certificates for  9.4,  Payment, Failure of     Payment Bond, Performance Bond and  11.5    PAYMENTS AND COMPLETION
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MHOO-121-226-A  HIGHLAND CORPORATE PARK
SKECHERS DISTRIBUTION CENTER  GENERAL CONTRACTOR
 9      Performance Bond and Payment Bond  11.5
Permits, Fees and Notices   PERSONS AND PROPERTY, PROTECTION OF
10       Product Data and Samples, Shop Drawings  3.12  Progress and Completion  8.2,  Progress Payments  9.6,    Project Management Protective Liability Insurance
11.3        Property Insurance   PROTECTION OF PERSONS AND PROPERTY
10   11.4,          Resolution of Claims and Disputes
4.4, 4.5, 4.6      Review of Contract Documents and Field Conditions by Contractor  3.2      Rights and Remedies  13.4,  Royalties, Patents and Copyrights
3.17    Safety of Persons and Property
10.2, 10.6
Safety Precautions and Programs  10.1,    Samples, Shop Drawings, Product Data and   Samples at the Site, Documents and
3.11
Schedule of Values
9.2, 9.3.1        Shop Drawings, Product Data and Samples  3.12  Site, Use of
3.13, 6.1.1, 6.2.1          Specifications, The  1.1.6,
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MHOO-121-226-A  HIGHLAND CORPORATE PARK
SKECHERS DISTRIBUTION CENTER  GENERAL CONTRACTOR
 SUBCONTRACTORS
5    Subcontractual Relations
5.3, 5.4, 9.3.1.2, 9.6, 9.10 10.2.1, 11.4.7, 11.4.8, 14.1, 14.2.1, 14.3.2    Subrogation, Waivers of  11.4.7
Substantial Completion  9.8,              Successors and Assigns
13.2
Superintendent
3.9, 10.2.6
Supervision and Construction Procedures  3.3,        Suspension by the Owner for Convenience
14.4      Taxes
3.6, 3.8.2.1, 7.3.6.4
Termination by the Contractor  14.1
Termination by the Owner for Cause  14.2      TERMINATION OR SUSPENSION OF THE CONTRACT
14
Tests and Inspections  13.5  TIME
8
Time, Delays and Extensions of  8.3,    Time Limits on Claims
4.3.2, 4.3.4, 4.3.8, 4.4, 4.5, 4.6    UNCOVERING AND CORRECTION OF WORK
12
Uncovering of Work
12.1        Use of Site
3.13, 6.1.1, 6.2.1
Values, Schedule of
9.2, 9.3.1        Waiver of Consequential Damages
4.3.10, 14.2.4    Waivers of Subrogation
6.1.1, 11.4.5, 11.4.7
Warranty
3.5, 4.2.9, 4.3.5.3, 9.3.3, 9.8.4, 9.9.1, 9.10.4, 12.2.2, 13.7.1.3
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MHOO-121-226-A  HIGHLAND CORPORATE PARK
SKECHERS DISTRIBUTION CENTER  GENERAL CONTRACTOR
 Written Notice  13.3,
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MHOO-121-226-A  HIGHLAND CORPORATE PARK
SKECHERS DISTRIBUTION CENTER  GENERAL CONTRACTOR
 ARTICLE 1 GENERAL PROVISIONS
 § 1.1 BASIC DEFINITIONS
 § 1.1.1 THE CONTRACT DOCUMENTS
  § 1.1.2 THE CONTRACT
  § 1.1.3 THE WORK
  § 1.1.4 THE PROJECT
  § 1.1.5 THE DRAWINGS
  § 1.1.6 THE SPECIFICATIONS
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MHOO-121-226-A  HIGHLAND CORPORATE PARK
SKECHERS DISTRIBUTION CENTER  GENERAL CONTRACTOR
 § 1.1.7 THE PROJECT MANUAL
  § 1.1.8 (Not Used)
 § 1.1.9
 § 1.2 CORRELATION AND INTENT OF THE CONTRACT DOCUMENTS
 § 1.2.1
 § 1.2.2
 § 1.2.3
 § 1.2.4
  § 1.3 CAPITALIZATION
 § 1.3.1
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MHOO-121-226-A  HIGHLAND CORPORATE PARK
SKECHERS DISTRIBUTION CENTER  GENERAL CONTRACTOR
 § 1.4 INTERPRETATION
 § 1.4.1
 § 1.5 EXECUTION OF CONTRACT DOCUMENTS
 § 1.5.1
 § 1.5.2
 § 1.6 OWNERSHIP AND USE OF DRAWINGS, SPECIFICATIONS AND OTHER INSTRUMENTS OF SERVICE
 § 1.6.1
 ARTICLE 2 OWNER
 § 2.1 GENERAL
 § 2.1.1
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MHOO-121-226-A  HIGHLAND CORPORATE PARK
SKECHERS DISTRIBUTION CENTER  GENERAL CONTRACTOR
  § 2.1.2
 §  2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER
 § 2.2.1
 § 2.2.2
 §  2.2.3
 § 2.2.4
 § 2.2.5
 §  2.3 OWNERS RIGHT TO STOP THE WORK
 § 2.3.1
 §  2.4 OWNERS RIGHT TO CARRY OUT THE WORK
 § 2.4.1
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MHOO-121-226-A  HIGHLAND CORPORATE PARK
SKECHERS DISTRIBUTION CENTER  GENERAL CONTRACTOR
  ARTICLE 3 CONTRACTOR
 §  3.1 GENERAL
 §  3.1.1
 §  3.1.2
 §  3.1.3
 §  3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR
 §  3.2.1
 §  3.2.2
 §  3.2.3
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MHOO-121-226-A  HIGHLAND CORPORATE PARK
SKECHERS DISTRIBUTION CENTER  GENERAL CONTRACTOR
  §  3.3 SUPERVISION AND CONSTRUCTION PROCEDURES
 § 3.3.1
 § 3.3.2
 § 3.3.3
 § 3.3.4
 § 3.3.5
 § 3.3.6
 § 3.3.7
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MHOO-121-226-A  HIGHLAND CORPORATE PARK
SKECHERS DISTRIBUTION CENTER  GENERAL CONTRACTOR
 §  3.4 LABOR AND MATERIALS
 §  3.4.1
 § 3.4.2
 § 3.4.3
 §  3.5 WARRANTY
 § 3.5.1
  §  3.5. 2
 § 3.5.3
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MHOO-121-226-A  HIGHLAND CORPORATE PARK
SKECHERS DISTRIBUTION CENTER  GENERAL CONTRACTOR
  §  3.6 TAXES
 § 3.6.1
 §  3.7 PERMITS, FEES AND NOTICES
 § 3.7.1
 § 3.7.2
 § 3.7.3
 § 3.7.4
 §  3.8 ALLOWANCES
 § 3.8.1
 § 3.8.2
 .1
    
    allowances shall cover the cost to the Contractor of materials
and equipment delivered at the site and all required taxes, less applicable
trade discounts;.2
    
    Contractors costs for unloading and handling at the site,
labor, installation costs, overhead, profit and other expenses contemplated
for stated allowance amounts shall be included in the Contract Sum but not
in the allowances;.3
    
    whenever costs are more than or less than allowances, the
Contract Sum shall be adjusted accordingly by Change Order. The amount of
the Change Order shall reflect (1) the difference between actual costs and
the allowances under Section 3.8.2.1 and (2) changes in Contractors costs
under Section 3.8.2.2. In the event of a Change Order executed for the
purpose of adjusting an allowance, the Contractors fee shall be 1.75%.
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MHOO-121-226-A  HIGHLAND CORPORATE PARK
SKECHERS DISTRIBUTION CENTER  GENERAL CONTRACTOR
 §  3.8.3
 §  3.9 SUPERINTENDENT
 § 3.9.1
 §  3.10 CONTRACTORS CONSTRUCTION SCHEDULES
 §  3.10.1
 § 3.10.2
 §  3.10.3
 §  3.11 DOCUMENTS AND SAMPLES AT THE SITE
 §  3.11.1
 §  3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES
 §  3.12.1
 §  3.12.2
 §  3.12.3
 §  3.12.4
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MHOO-121-226-A  HIGHLAND CORPORATE PARK
SKECHERS DISTRIBUTION CENTER  GENERAL CONTRACTOR
 §  3.12.5
 §  3.12.6
 §  3.12.7
 §  3.12.8
 §  3.12.9
 §  3.12.10
 §  3.13 USE OF SITE
 §  3.13.1
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MHOO-121-226-A  HIGHLAND CORPORATE PARK
SKECHERS DISTRIBUTION CENTER  GENERAL CONTRACTOR
 §  3.14 CUTTING AND PATCHING
 §  3.14.1
 §  3.14.2
 §  3.15 CLEANING UP
 §  3.15.1
 §  3.15.2
 §  3.16 ACCESS TO WORK
 §  3.16.1
 §  3.17 ROYALTIES, PATENTS AND COPYRIGHTS
 §  3.17.1
 §  3.18 INDEMNIFICATION
 §  3.18.1
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MHOO-121-226-A  HIGHLAND CORPORATE PARK
SKECHERS DISTRIBUTION CENTER  GENERAL CONTRACTOR
 §  3.18.2
 §  3.18.3
 §  3.18.4
 ARTICLE 4 ADMINISTRATION OF THE CONTRACT
 §  4.1 ARCHITECT
 §  4.1.1
 § 4.1.2
 §  4.1.3
 §  4.2 ARCHITECTS ADMINISTRATION OF THE CONTRACT
 § 4.2.1
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MHOO-121-226-A  HIGHLAND CORPORATE PARK
SKECHERS DISTRIBUTION CENTER  GENERAL CONTRACTOR
 §  4.2.2
 § 4.2.3
 § 4.2.4
 § 4.2.5
 § 4.2.6
 § 4.2.7
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MHOO-121-226-A  HIGHLAND CORPORATE PARK
SKECHERS DISTRIBUTION CENTER  GENERAL CONTRACTOR
 §  4.2.8
 § 4.2.9
 §  4.2.10
 §  4.2.11
 §  4.2.12
 §  4.3 CLAIMS AND DISPUTES
 §  4.3.1
 §  4.3.2
 §  4.3.3
 § 4.3.4
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MHOO-121-226-A  HIGHLAND CORPORATE PARK
SKECHERS DISTRIBUTION CENTER  GENERAL CONTRACTOR
  § 4.3.5
 § 4.3.6
 § 4.3.7
 §  4.3.7.1
 §  4.3.7.2
 § 4.3.8
 § 4.3.9
 § 4.3.10
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MHOO-121-226-A  HIGHLAND CORPORATE PARK
SKECHERS DISTRIBUTION CENTER  GENERAL CONTRACTOR
 .1
    
    damages incurred by the Owner for rental expenses, for losses of use, income,
profit,
financing, business and reputation, and for loss of management or employee
productivity or of the services of such persons; and.2
    
    damages incurred by the Contractor for principal office expenses including the
compensation of personnel stationed there, for losses of financing,
business and reputation, and for loss of profit except anticipated profit
arising directly from the Work.
  § 4.3.11
 § 4.4 RESOLUTION OF CLAIMS AND DISPUTES
 § 4.4.1
 § 4.4.2
 § 4.4.3
 § 4.4.4
 § 4.4.5
 § 4.4.6 [Intentionally Omitted]
 § 4.4.7
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MHOO-121-226-A  HIGHLAND CORPORATE PARK
SKECHERS DISTRIBUTION CENTER  GENERAL CONTRACTOR
 § 4.4.8
 § 4.5 MEDIATION
 § 4.5.1
 § 4.5.2
 § 4.5.3
 § 4.6 ARBITRATION
 § 4.6.1
 § 4.6.2
 § 4.6.3
 § 4.6.4
 § 4.6.5
 § 4.6.6
 ARTICLE 5 SUBCONTRACTORS
 § 5.1 DEFINITIONS
 § 5.1.1
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MHOO-121-226-A  HIGHLAND CORPORATE PARK
SKECHERS DISTRIBUTION CENTER  GENERAL CONTRACTOR
  § 5.1.2
 § 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK
 § 5.2.1
  § 5.2.2
 § 5.2.3
 § 5.2.4
 § 5.3 SUBCONTRACTUAL RELATIONS
 § 5.3.1
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MHOO-121-226-A  HIGHLAND CORPORATE PARK
SKECHERS DISTRIBUTION CENTER  GENERAL CONTRACTOR
  § 5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS
 § 5.4.1
 .1
    
    assignment is effective only after termination of the Contract by the
Owner with or without cause pursuant to Article 14 and only for those
subcontract agreements which the Owner accepts by notifying the Subcontractor
and Contractor in writing (Owner will be responsible for any payments due for
Work performed after termination of the Contract under any subcontract
agreements that are so accepted by Owner); and.2
    
    assignment is subject to
the prior rights of the surety, if any, obligated under bond relating to the
Contract.
 § 5.4.2
 ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS
 § 6.1 OWNERS RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS
 § 6.1.1
 § 6.1.2
 § 6.1.3
 § 6.1.4
 § 6.2 MUTUAL RESPONSIBILITY
 § 6.2.1
 § 6.2.2
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MHOO-121-226-A  HIGHLAND CORPORATE PARK
SKECHERS DISTRIBUTION CENTER  GENERAL CONTRACTOR
  § 6.2.3
 § 6.2.4
 § 6.2.5
 § 6.3 OWNERS RIGHT TO CLEAN UP
 § 6.3.1
 ARTICLE 7 CHANGES IN THE WORK
 § 7.1 GENERAL
 § 7.1.1
 § 7.1.2
 § 7.1.3
 § 7.2 CHANGE ORDERS
 § 7.2.1
 .1
    
    change in the Work;.2
    
    the amount of the adjustment, if any, in the Contract Sum; and.3
    
    the extent of the adjustment, if any, in the Contract Time.
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MHOO-121-226-A  HIGHLAND CORPORATE PARK
SKECHERS DISTRIBUTION CENTER  GENERAL CONTRACTOR
  § 7.2.2
 § 7.3 CONSTRUCTION CHANGE DIRECTIVES
 § 7.3.1
 § 7.3.2
 § 7.3.3
 .1
    
    mutual acceptance of a lump sum properly itemized and supported by sufficient
substantiating data to permit evaluation;.2
    
    unit prices stated in
the Contract Documents or subsequently agreed upon;.3
    
    cost to be
determined in a manner agreed upon by the parties and a mutually acceptable
fixed or percentage fee;
or.4
    
    as provided in
Section 7.3.6.
 § 7.3.4
 § 7.3.5
 § 7.3.6
 .1
    
    costs of labor, including social security, old age and
unemployment insurance, fringe benefits required by agreement or
custom, and workers compensation insurance;
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MHOO-121-226-A  HIGHLAND CORPORATE PARK
SKECHERS DISTRIBUTION CENTER  GENERAL CONTRACTOR
 .2
    
    costs of materials, supplies and equipment, including cost of transportation,
whether
incorporated or consumed;.3
    
    rental costs of machinery and equipment,
exclusive of hand tools, whether rented from the
Contractor or others;.4
    
    costs of premiums for all bonds and insurance,
permit fees, and sales, use or similar taxes
related to the Work; and.5
    
    additional costs of supervision and field
office personnel directly attributable to the change.
 § 7.3.7
 § 7.3.8
 § 7.3.9
 § 7.3.10 Contractors Change Order Fee
shall be Five percent (5.0%) of the Cost of Work reflected in the change and the
Subcontractors fee shall be Ten percent (10%) each inclusive of overhead and profit.
 § 7.4 MINOR CHANGES IN THE WORK
 § 7.4.1
 ARTICLE 8 TIME
 § 8.1 DEFINITIONS
 § 8.1.1
 § 8.1.2
 § 8.1.3
 § 8.1.4
 § 8.2 PROGRESS AND COMPLETION
 § 8.2.1
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MHOO-121-226-A  HIGHLAND CORPORATE PARK
SKECHERS DISTRIBUTION CENTER  GENERAL CONTRACTOR
 § 8.2.2
 § 8.2.3
 § 8.3 DELAYS AND EXTENSIONS OF TIME
 § 8.3.1
 § 8.3.2
 § 8.3.3
 ARTICLE 9 PAYMENTS AND COMPLETION
 § 9.1 CONTRACT SUM
 § 9.1.1
 § 9.2 SCHEDULE OF VALUES
 § 9.2.1
 § 9.3 APPLICATIONS FOR PAYMENT
 § 9.3.1
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MHOO-121-226-A  HIGHLAND CORPORATE PARK
SKECHERS DISTRIBUTION CENTER  GENERAL CONTRACTOR
  § 9.3.1.1
 § 9.3.1.2
 § 9.3.2
 § 9.3.3
 § 9.3.4
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MHOO-121-226-A  HIGHLAND CORPORATE PARK
SKECHERS DISTRIBUTION CENTER  GENERAL CONTRACTOR
 § 9.4 CERTIFICATES FOR PAYMENT
 § 9.4.1
 § 9.4.2
 § 9.5 DECISIONS TO WITHHOLD APPROVAL
 § 9.5.1
 .1
    
    Work not in accordance
with the Contract Documents;.2
    
    third party claims filed or reasonable evidence
indicating probable filing of such claims
unless security acceptable to the Owner is provided by the Contractor;.3
    
    failure of the Contractor to make payments properly to Subcontractors or for
labor, materials
or equipment or to provide invoices, signed releases and lien
waivers;.4
    
    reasonable evidence that the Work cannot be completed
for the unpaid balance of the
Contract Sum;.5
    
    damage to the
Owner or another contractor;.6
    
    reasonable evidence that the Work will not be completed within the
Contract Time, and that the unpaid balance would not be adequate to cover actual
or liquidated damages for the anticipated delay;.7
    
    failure to carry out
the Work in accordance with the Contract Documents; or.8
    
    Contractor has
failed to perform any of its material obligations under the Contract
Documents..9
    
    Failure of the Contractor to submit with each application
for payment evidence that all inspections necessary to issue Warranties required
pursuant to the Contract Documents have been made..10
    
    Failure of the Contractor to comply in any way with the requirements set
forth herein for any Application for Payment.
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MHOO-121-226-  HIGHLAND CORPORATE PARK
SKECHERS DISTRIBUTION CENTER  GENERAL CONTRACTOR
 § 9.5.2
 § 9.6 PROGRESS PAYMENTS
 § 9.6.1
 § 9.6.2
 § 9.6.3
 § 9.6.4
 § 9.6.5
 § 9.6.6
 § 9.6.7
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MHOO-121-226-A  HIGHLAND CORPORATE PARK
SKECHERS DISTRIBUTION CENTER  GENERAL CONTRACTOR
 § 9.6.8
 § 9.7 FAILURE OF PAYMENT
 § 9.7.1
 § 9.8 SUBSTANTIAL COMPLETION
 § 9.8.1
 § 9.8.1.1
 § 9.8.2
 § 9.8.3
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MHOO-121-226-A  HIGHLAND CORPORATE PARK
SKECHERS DISTRIBUTION CENTER  GENERAL CONTRACTOR
  § 9.8.4
 § 9.8.5
 Page 38 of 50




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MHOO-121-226-A  HIGHLAND CORPORATE PARK
SKECHERS DISTRIBUTION CENTER  GENERAL CONTRACTOR
  § 9.9 PARTIAL OCCUPANCY OR USE
 § 9.9.1
 § 9.9.2
 § 9.9.3
 § 9.10 FINAL COMPLETION AND FINAL PAYMENT
 § 9.10.1
  § 9.10.2
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MHOO-121-226-A  HIGHLAND CORPORATE PARK
SKECHERS DISTRIBUTION CENTER  GENERAL CONTRACTOR
  § 9.10.3
 § 9.10.4
 .1
    
    liens, Claims, security interests or encumbrances arising out of the Contract and
unsettled;.2
    
    failure of the Work to comply with the requirements of the Contract Documents,
including latent defects;.3
    
    terms of warranties required by the Contract Documents; or.4
    
    all of Contractors indemnity and defense obligations and all other
obligations that survive completion of the Work.
 § 9.10.5
 § 9.11
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MHOO-121-226-A  HIGHLAND CORPORATE PARK
SKECHERS DISTRIBUTION CENTER  GENERAL CONTRACTOR
  ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY
 § 10.1 SAFETY PRECAUTIONS AND PROGRAMS
 § 10.1.1
 § 10.2 SAFETY OF PERSONS AND PROPERTY
 § 10.2.1
 .1
    
    employees on the Work and other persons who may be affected thereby;.2
    
    the Work and materials and equipment to be incorporated therein, whether in storage
on or off the site, under care, custody or control of the Contractor or the Contractors
Subcontractors or Sub-subcontractors; and.3
    
    other property at the site or adjacent thereto, such as trees, shrubs,
lawns, walks, pavements, roadways, structures and utilities not designated for
removal, relocation or replacement in the course of construction.
 § 10.2.2
 § 10.2.3
 § 10.2.4
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MHOO-121-226-A  HIGHLAND CORPORATE PARK
SKECHERS DISTRIBUTION CENTER  GENERAL CONTRACTOR
 § 10.2.5
 § 10.2.6
 § 10.2.7
 § 10.2.8
 § 10.2.9
 § 10.2.10
 § 10.3 HAZARDOUS MATERIALS
 § 10.3.1
 § 10.3.2
 § 10.3.3
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MHOO-121-226-A  HIGHLAND CORPORATE PARK
SKECHERS DISTRIBUTION CENTER  GENERAL CONTRACTOR
  § 10.4
 § 10.5
 § 10.5 EMERGENCIES
 § 10.5.1
 § 10.6
 § 10.7
 ARTICLE 11 INSURANCE AND BONDS
  § 11.1 CONTRACTORS LIABILITY INSURANCE
 § 11.2 OWNERS LIABILITY INSURANCE
 § 11.2.1
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MHOO-121-226-A  HIGHLAND CORPORATE PARK
SKECHERS DISTRIBUTION CENTER  GENERAL CONTRACTOR
 § 11.3 PROJECT MANAGEMENT PROTECTIVE LIABILITY INSURANCE
 §11.3.1
 § 11.3.2
 § 11.4 PROPERTY INSURANCE
 § 11.4.1
 § 11.5 PERFORMANCE BOND AND PAYMENT BOND
 §11.5.1
 §11.5.2
 ARTICLE 12 UNCOVERING AND CORRECTION OF WORK
 §12.1 UNCOVERING OF WORK
 § 12.1.1
 § 12.1.2
 § 12.2 CORRECTION OF WORK
 § 12.2.1 BEFORE OR AFTER SUBSTANTIAL COMPLETION
 § 12.2.1.1
 § 12.2.2 AFTER SUBSTANTIAL COMPLETION
 § 12.2.2.1
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MHOO-121-226-A  HIGHLAND CORPORATE PARK
SKECHERS DISTRIBUTION CENTER  GENERAL CONTRACTOR
  § 12.2.3
 § 12.2.4
 § 12.2.5
 § 12.2.6 CALL BACK RESPONSIBILITY.
    § 12.3 ACCEPTANCE OF NONCONFORMING WORK
 § 12.3.1
 ARTICLE 13 MISCELLANEOUS PROVISIONS
 § 13.1 GOVERNING LAW
 § 13.1.1
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MHOO-121-226-A  HIGHLAND CORPORATE PARK
SKECHERS DISTRIBUTION CENTER  GENERAL CONTRACTOR
 § 13.2 SUCCESSORS AND ASSIGNS
 § 13.2.1
 § 13.2.2
 § 13.3 WRITTEN NOTICE
 §13.4 RIGHTS AND REMEDIES
 § 13.4.1
 § 13.4.2
 § 13.5 TESTS AND INSPECTIONS
 § 13.5.1
 § 13.5.2
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MHOO-121-226-A  HIGHLAND CORPORATE PARK
SKECHERS DISTRIBUTION CENTER  GENERAL CONTRACTOR
  § 13.5.3
 § 13.5.4
 § 13.5.5
 § 13.5.6
 § 13.6 INTEREST
 § 13.6.1
 § 13.7 COMMENCEMENT OF STATUTORY LIMITATION PERIOD
 .1
    
    Before Substantial Completion. As to acts or failures to act occurring prior
to the relevant date of Substantial Completion, any applicable statute of limitations
shall commence to run and any alleged cause of action shall be deemed to have accrued
in any and all events not later than such date of Substantial Completion;.2
    
    Between Substantial Completion and Final Certificate for Payment. As to acts or
failures to act occurring subsequent to the relevant date of Substantial Completion and
prior to issuance of the final Certificate for Payment, any applicable statute of
limitations shall commence to run and any alleged cause of action shall be deemed to have
accrued in any and all events not later than the date of issuance of the final Certificate
for Payment; and.3
    
    After Final Certificate for Payment. As to acts or failures to act occurring after
the relevant date of issuance of the final Certificate for Payment, any applicable statute
of limitations shall commence to run and any alleged cause of action shall be deemed to
have accrued in any and all events not later than the date of any act or failure to act by
the Contractor pursuant to any Warranty provided under Section 3.5, the date of any
correction of the Work or failure to correct the Work by the Contractor under Section 12.2,
or the date of actual commission of any other act or failure to perform any duty or
obligation by the Contractor or Owner, whichever occurs last.
 ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT
 § 14.1 TERMINATION BY THE CONTRACTOR
 § 14.1.1
 .1
    
    issuance of an order of a court or other public authority having
jurisdiction which requires all Work to be stopped;
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MHOO-121-226-A  HIGHLAND CORPORATE PARK
SKECHERS DISTRIBUTION CENTER  GENERAL CONTRACTOR
 .2
    
    an act of government, such as a declaration of national emergency which
requires all Work to be stopped; or.3
    
    because the Owner has not made payment on a Certificate for Payment within the time
stated in the Contract Documents; provided, however, if Owner is disputing the
payment in good faith, Contractor shall not have the right to terminate the Contract
for nonpayment. If such a dispute is resolved and Owner fails to make the payment in
the manner agreed to by the parties in the resolution, Contractor shall have the
right to terminate the Contract for nonpayment as set forth herein..4
    
    the Owner has failed to furnish to the Contractor promptly, upon the
Contractors request, reasonable evidence as required by Section 2.2.1.
 § 14.1.2
 § 14.1.3
 § 14.1.4
 § 14.2 TERMINATION BY THE OWNER FOR CAUSE
 § 14.2.1
 .1
    
    refuses or fails to supply enough properly skilled workers or proper materials
except in cases
where an extension of time is provided under the Contract Documents;.2
    
    fails to make payment to Subcontractors for materials or labor in
accordance with the
respective agreements between the Contractor and the Subcontractors;.3
    
    disregards any material laws, ordinances, or rules, regulations or orders of a
public authority
having jurisdiction;.4
    
    otherwise fails to comply with a material provision of the Contract Documents;.5
    
    if Contractor should be adjudged bankrupt, file or suffer to be filed a petition
for relief under
the Bankruptcy Act, or make a general assignment for the benefit of
creditors; or.6
    
    if a receiver should be appointed on account of Contractors
insolvency.
 § 14.2.2
 .1
    
    take possession of the site and of all materials, equipment, tools, and
construction equipment and machinery thereon owned by the Contractor;
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MHOO-121-226-A  HIGHLAND CORPORATE PARK
SKECHERS DISTRIBUTION CENTER  GENERAL CONTRACTOR
 .2
    
    accept assignment of subcontracts pursuant to Article 5 herein; and.3
    
    finish the Work by whatever reasonable method the Owner may deem expedient
including requiring that Contractors surety within 30 days of the written notice described
herein, immediately proceed with completion of the Work. Upon request of the Contractor,
the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by
the Owner in finishing the Work.
 § 14.2.3
 § 14.2.4
 § 14.3 SUSPENSION BY THE OWNER FOR CONVENIENCE
 § 14.3.1
 § 14.3.2
 .1
    
    that performance is, was or would have been so suspended, delayed
or interrupted by another cause for which the Contractor is responsible; or.2
    
    that an equitable adjustment is made or denied under another provision of the
Contract.
 § 14.4 TERMINATION BY THE OWNER FOR CONVENIENCE
 § 14.4.1
 § 14.4.2
 .1
    
    cease operations as directed by the Owner in the notice vacate the site and remove
all of
Contractors equipment and materials;.2
    
    take actions necessary, or that the Owner may direct, for the protection and
preservation of
the Work; and.3
    
    except for Work directed to be performed prior to the effective date of
termination stated in
the notice, and except for subcontracts to be assigned to Owner pursuant to Article 5
herein,
terminate all existing subcontracts and purchase orders and enter into no further
subcontracts
and purchase orders.
 § 14.4.3
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MHOO-121-226-A  HIGHLAND CORPORATE PARK
SKECHERS DISTRIBUTION CENTER  GENERAL CONTRACTOR
    §14.4.4 CHANGE IN CONTROL
 Change of Control unless
      Page 50 of 50